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1
00:00:01,217 --> 00:00:03,342
I know you're out there
you wall crawling menace.
2
00:00:03,383 --> 00:00:06,883
It is the duty of every New
Yorker to report the actions
3
00:00:06,925 --> 00:00:10,007
of these masked miscreants,
so listen up!
4
00:00:10,008 --> 00:00:13,133
As long as J. Jonah Jameson
is CEO of Daily Bugle Communications
5
00:00:13,175 --> 00:00:15,092
I won't rest until New York
6
00:00:15,133 --> 00:00:17,050
has seen the last of Spider-Man.
7
00:00:17,092 --> 00:00:21,007
And a good morning to you,
J. Jonah Loudmouth.
8
00:00:21,008 --> 00:00:24,842
Other kids I know, start their
day with orange juice.
9
00:00:24,883 --> 00:00:28,092
Me? I get yelled at by
100- foot tall cranky pants.
10
00:00:28,133 --> 00:00:30,300
So, what gives him the right?
11
00:00:30,383 --> 00:00:32,050
That wall crawling menace, Spider-Man!
12
00:00:32,133 --> 00:00:34,217
Where's a little
love for the Spidey- guy?
13
00:00:34,218 --> 00:00:36,133
I'm out here alone every day,
14
00:00:36,175 --> 00:00:38,132
trying the best I can
at this hero routine.
15
00:00:38,133 --> 00:00:41,050
It's not easy learning
the ropes by yourself.
16
00:00:41,092 --> 00:00:44,217
Let's face it...
"Introduction to Super Heroing"
17
00:00:44,258 --> 00:00:46,342
isn't exactly a high school elective.
18
00:00:46,425 --> 00:00:48,342
Speaking of school,
I still have to pick up a cake
19
00:00:48,383 --> 00:00:50,217
for Aunt May before first period.
20
00:00:50,258 --> 00:00:52,133
Then it's some
hang time with my best pals
21
00:00:52,217 --> 00:00:55,967
MJ and Harry, and
maybe a nap between classes.
22
00:00:56,008 --> 00:00:58,300
But first I'd better save
that cop in the skidding car.
23
00:01:06,133 --> 00:01:10,217
I'm starting to think Jameson's
wrong about you, Spidey.
24
00:01:10,300 --> 00:01:13,217
Spread the word, Chief.
25
00:01:17,683 --> 00:01:22,842
Hi ya, bug-brain.
I knew that would draw you out.
26
00:01:22,883 --> 00:01:25,008
Oh, great. The Trapster.
27
00:01:25,050 --> 00:01:27,008
I've been Spider-Man for about a year,
28
00:01:27,050 --> 00:01:30,883
and I've already fought
this glue stick three times.
29
00:01:34,342 --> 00:01:37,174
Do they even give F minus minus?
30
00:01:37,175 --> 00:01:39,925
Let's see if I've learned
anything from my mistakes.
31
00:01:39,926 --> 00:01:41,800
Fourth time's gotta be the charm.
32
00:02:22,217 --> 00:02:25,050
This is when I leave the friendly
neighborhood Spider-Man note.
33
00:02:25,133 --> 00:02:28,050
Can I borrow a pen?
34
00:02:28,092 --> 00:02:30,967
Interesting.
Villain's eyes widening in terror,
35
00:02:31,008 --> 00:02:33,008
but Spidey-sense not tingling.
36
00:02:33,050 --> 00:02:35,008
For those of you new
to the Spider- Man experience,
37
00:02:35,050 --> 00:02:37,717
let me explain the whole
Spidey-sense thing.
38
00:02:37,758 --> 00:02:39,800
It's like an early warning
system that kicks in
39
00:02:39,842 --> 00:02:43,800
whenever there's danger.
And maybe it's on the blink.
40
00:02:43,842 --> 00:02:45,925
Hello?
This thing on?
41
00:02:48,800 --> 00:02:53,133
Whoa. The S.H.I.E.L.D. Helicarrier
is coming in low.
42
00:02:53,175 --> 00:02:55,175
- Spider-Man.
- Huh?
43
00:02:56,967 --> 00:02:59,800
Nick Fury, director of S.H.I.E.L.D.
44
00:02:59,842 --> 00:03:04,217
That's the strategic homeland
intervention enforcement and logistics division.
45
00:03:04,218 --> 00:03:06,758
The super spies.
46
00:03:06,842 --> 00:03:09,092
You super spies make it
a point to sneak up
47
00:03:09,093 --> 00:03:10,842
- on hard-working heroes?
- Kid.
48
00:03:16,758 --> 00:03:19,625
We got to talk.
49
00:03:37,033 --> 00:03:40,450
No one's saying you didn't stop
the bad guy, but look around you,
50
00:03:40,700 --> 00:03:43,533
Is this the way Captain America
would have done it?
51
00:03:44,033 --> 00:03:46,408
Cap would have stopped
Trapster in five seconds.
52
00:03:46,533 --> 00:03:48,825
- You took three minutes.
- Uh!
53
00:03:48,992 --> 00:03:51,575
With lots of collateral damage.
54
00:03:51,617 --> 00:03:54,450
- I do a good job.
- For a clueless rookie.
55
00:03:54,533 --> 00:03:56,742
Yeah... Ooh, huh?
56
00:03:56,867 --> 00:03:59,533
Look, everyone starts out clueless.
57
00:03:59,617 --> 00:04:01,992
Even Iron Man
back when he was a novice.
58
00:04:10,575 --> 00:04:13,449
...but he learned, eventually.
59
00:04:13,450 --> 00:04:15,533
What would you say if
I could help turn eventually
60
00:04:15,534 --> 00:04:17,825
into right now for Spider-Man?
61
00:04:17,826 --> 00:04:18,908
I knew it.
62
00:04:19,458 --> 00:04:20,875
You want me to buy a line
of self-help books.
63
00:04:20,917 --> 00:04:23,958
Not interested. Besides,
I'm tapped out until payday,
64
00:04:23,959 --> 00:04:25,792
so if we're all done here
I'm going to...
65
00:04:25,875 --> 00:04:28,417
I'm serious Peter Parker.
66
00:04:28,458 --> 00:04:31,250
- You know?
- Everything.
67
00:04:31,292 --> 00:04:33,416
Super spy, remember?
68
00:04:33,417 --> 00:04:36,291
And bam!
One serious part of my life...
69
00:04:36,292 --> 00:04:39,375
growing up with Uncle Ben and Aunt
May, a pretty typical childhood,
70
00:04:39,417 --> 00:04:41,416
until the radioactive
spider- bite.
71
00:04:41,417 --> 00:04:46,083
Then came the powers, and that
terrible night I lost Uncle Ben.
72
00:04:46,225 --> 00:04:50,000
That was when I made a
promise to do something good
73
00:04:50,001 --> 00:04:51,958
with the hand that fate dealt me.
74
00:04:52,000 --> 00:04:55,083
Things I wouldn't joke about
even if I knew how.
75
00:04:55,125 --> 00:04:57,417
With great power comes
great responsibility.
76
00:04:57,418 --> 00:04:59,709
Good words from a good man.
77
00:04:59,710 --> 00:05:01,999
Uncle Ben was the best.
78
00:05:02,000 --> 00:05:04,083
It's been, what, a year now?
79
00:05:04,167 --> 00:05:05,917
Today would have been his birthday.
80
00:05:05,958 --> 00:05:07,957
You've honored him
doing what you do.
81
00:05:07,958 --> 00:05:10,291
Now I'm offering you
the chance to do better.
82
00:05:10,292 --> 00:05:13,249
- To really learn about responsibility.
- Translation?
83
00:05:13,250 --> 00:05:16,917
I want to S.H.I.E.L.D. train you
to be a better Spider-Man.
84
00:05:16,958 --> 00:05:19,208
The Ultimate Spider-Man.
85
00:05:19,250 --> 00:05:23,250
And how ultimate is ultimate?
86
00:05:33,621 --> 00:05:35,416
That ultimate.
87
00:05:35,417 --> 00:05:38,083
Sweet.
88
00:05:40,125 --> 00:05:43,292
I should probably
set my ultimate cell phone
89
00:05:43,333 --> 00:05:44,958
to ultimate vibrate.
90
00:05:45,000 --> 00:05:47,958
Your tech needs an upgrade.
Try ours.
91
00:05:50,333 --> 00:05:53,000
S.H.I.E.L.D. tech guys developed
this next gen web shooter.
92
00:05:53,042 --> 00:05:57,167
Too big, too clunky.
I didn't say no.
93
00:05:57,168 --> 00:05:59,083
With your talent and my training,
94
00:05:59,125 --> 00:06:01,125
you could learn to be a better hero.
95
00:06:01,167 --> 00:06:03,917
The next Cap, the next Iron Man.
96
00:06:03,958 --> 00:06:06,125
One of the greats.
97
00:06:07,167 --> 00:06:10,875
Thanks for the offer but,
I'm not allowed to talk to strangers.
98
00:06:10,917 --> 00:06:13,083
Have a nice life, okay?
Cool.
99
00:06:16,208 --> 00:06:19,000
Teenagers.
100
00:06:23,000 --> 00:06:25,375
Impressed, Mr. Osborn?
101
00:06:25,376 --> 00:06:27,916
Very, Octavius.
102
00:06:27,917 --> 00:06:30,833
More than ever
I'm convinced Spider- Man
103
00:06:30,917 --> 00:06:34,250
is the key to military superiority.
104
00:06:34,292 --> 00:06:36,957
Once I replicate his abilities,
105
00:06:36,958 --> 00:06:39,292
I'll market an army of Spider-enhanced
106
00:06:39,333 --> 00:06:42,083
super-soldiers to the highest bidder.
107
00:06:42,125 --> 00:06:46,167
Nick Fury is a fool to think he can
get Spider- Man to work for S.H.I.E.L.D.
108
00:06:46,250 --> 00:06:49,249
I prefer Spider-Man the way he is,
109
00:06:49,250 --> 00:06:53,125
headstrong, undisciplined,
easy to anger.
110
00:06:53,167 --> 00:06:54,958
And easier to turn.
111
00:06:55,042 --> 00:06:59,042
I'll inform our remaining allies
to begin phase two.
112
00:07:02,250 --> 00:07:06,083
Peter, I've been calling you
all morning. Where have you been?
113
00:07:06,084 --> 00:07:10,750
I want you, Parker,
to be the Ultimate Spider-Man.
114
00:07:10,833 --> 00:07:14,125
- Uh, bus broke down?
- Sure.
115
00:07:14,167 --> 00:07:16,958
I hate to lie to MJ.
Ever since we were kids
116
00:07:17,000 --> 00:07:19,917
no one's been a better friend
than Mary Jane Watson.
117
00:07:19,958 --> 00:07:22,167
Like the time we were five
and ran away forever.
118
00:07:22,208 --> 00:07:24,500
Yeah, we weren't allowed
to cross the street,
119
00:07:24,501 --> 00:07:26,792
so we just walked up
and down the driveway.
120
00:07:26,833 --> 00:07:29,958
When we were twelve, we decided
to finally "get serious."
121
00:07:32,875 --> 00:07:35,125
- Mistake!
- I wanted to show you this.
122
00:07:35,208 --> 00:07:37,249
It is the duty of every New Yorker
123
00:07:37,250 --> 00:07:40,166
to report the actions of
these masked miscreants.
124
00:07:40,167 --> 00:07:44,083
Especially that ticking
time bomb called Spider-Man.
125
00:07:44,084 --> 00:07:46,750
Doesn't that jerk ever shut up?
126
00:07:46,792 --> 00:07:49,208
Someday that jerk will give
this journalism student
127
00:07:49,292 --> 00:07:52,125
- her first job.
- You want to work for Jameson?
128
00:07:52,167 --> 00:07:55,292
- Total nightmare.
- If that's what it takes.
129
00:07:55,293 --> 00:07:57,249
Jameson's the biggest game in town.
130
00:07:57,250 --> 00:08:01,833
Kids like us have to be realistic,
Petey. We can't all be like Harry.
131
00:08:01,834 --> 00:08:03,750
Meet Harry Osborn.
132
00:08:03,833 --> 00:08:06,000
I love Harry.
Everyone loves Harry.
133
00:08:06,042 --> 00:08:08,791
Why not?
He's rich, he's handsome.
134
00:08:08,792 --> 00:08:12,167
And most important, he's been a
friend to me when I needed one most.
135
00:08:14,125 --> 00:08:17,000
- Hey, Peter Parker.
- Uh, yeah?
136
00:08:17,042 --> 00:08:21,042
It's me, Harry Osborn.
You know, from school. Get in.
137
00:08:23,792 --> 00:08:25,833
Thanks, Harry.
You didn't have to.
138
00:08:25,875 --> 00:08:29,083
No problem. Dad, this is
the kid I told you about.
139
00:08:29,125 --> 00:08:32,667
The one who's always getting
beaten up.
140
00:08:32,792 --> 00:08:36,083
- It seems you could use some friends, Peter.
- That'd be cool.
141
00:08:36,125 --> 00:08:38,833
And perhaps you'll be
a friend to my Harry.
142
00:08:38,834 --> 00:08:40,667
Help keep his mind on his studies.
143
00:08:40,750 --> 00:08:43,792
I wish you would stop
micromanaging my life.
144
00:08:43,833 --> 00:08:46,333
Give me reasons not to.
145
00:08:46,334 --> 00:08:48,833
Uh, I just met you both,
146
00:08:48,875 --> 00:08:51,917
but I think it's great that you
have a dad who cares so much.
147
00:08:51,958 --> 00:08:53,917
It sounds like you speak
from experience.
148
00:08:53,958 --> 00:08:56,083
I never knew my dad, sir.
149
00:08:56,167 --> 00:08:59,000
But my Uncle Ben busts
my butt when I get out of line.
150
00:08:59,083 --> 00:09:01,958
And Peter's none the worse
for that, is he Harry?
151
00:09:02,000 --> 00:09:04,749
He's smiling.
152
00:09:04,750 --> 00:09:07,750
My dad is actually smiling.
How'd you do that?
153
00:09:07,792 --> 00:09:09,583
It's a gift.
154
00:09:09,667 --> 00:09:14,667
And since that day
we've been best friends forever.
155
00:09:14,708 --> 00:09:18,625
Well, that's life at Midtown.
It's okay.
156
00:09:18,626 --> 00:09:20,792
Hey, Puny Parker!
157
00:09:20,833 --> 00:09:25,707
- With one drawback.
- It's locker knocker time.
158
00:09:25,708 --> 00:09:30,667
That sasquatch loping toward me
is our reigning football star, Flash Thompson.
159
00:09:30,668 --> 00:09:33,917
There's always been this rigid
consistency to our relationship.
160
00:09:34,000 --> 00:09:36,792
Happy first day of school, dorkus!
161
00:09:37,833 --> 00:09:39,957
Feliz Navidad!
162
00:09:39,958 --> 00:09:42,583
Catch you next fall.
163
00:09:42,625 --> 00:09:45,083
Just once I'd like to turn it around.
164
00:09:51,833 --> 00:09:53,625
Sleep tight.
165
00:09:53,708 --> 00:09:56,708
If I did that I'd be everything
Jameson ever accused me of.
166
00:09:56,750 --> 00:09:59,750
And everything I promised
Uncle Ben I would never become.
167
00:09:59,792 --> 00:10:03,041
What again?
You should punch out that big goon.
168
00:10:03,042 --> 00:10:06,667
Stand up for yourself, boy.
Why when I was your age,
169
00:10:06,708 --> 00:10:09,583
do you think I let some
slab of beef push me around?
170
00:10:09,667 --> 00:10:11,000
No siree, Bob.
171
00:10:11,042 --> 00:10:13,833
It was just like what I was telling
Irving Florbush the other day.
172
00:10:13,875 --> 00:10:17,833
"Irving," I said. "You are
nobody's doormat."
173
00:10:21,875 --> 00:10:24,917
Dude, locker knocker time again?
174
00:10:25,000 --> 00:10:28,749
Thompson's such a tool.
175
00:10:28,750 --> 00:10:31,958
If that's the worst thing that happens
to me today, I'm coming out ahead.
176
00:10:32,358 --> 00:10:35,667
Remember when I
told you about Spidey-sense?
177
00:10:35,708 --> 00:10:37,708
This time it's kicking up a storm.
178
00:10:45,917 --> 00:10:47,958
Attention students,
179
00:10:48,000 --> 00:10:50,000
your Principal has
something to tell you.
180
00:10:50,042 --> 00:10:52,791
Students, your attention, please.
181
00:10:52,792 --> 00:10:55,875
The school is now under the
control of the...
182
00:10:55,876 --> 00:10:57,958
...the Frightful Four.
183
00:10:58,042 --> 00:11:00,582
Uh, there's only three of you.
184
00:11:00,583 --> 00:11:02,667
Quiet!
185
00:11:02,708 --> 00:11:04,708
These guys are bad news.
186
00:11:04,750 --> 00:11:06,917
Wizard. Master
of high- tech gadgets.
187
00:11:08,625 --> 00:11:11,958
Klaw.
The villain made of living sound.
188
00:11:11,959 --> 00:11:13,957
Thundra.
189
00:11:13,958 --> 00:11:16,792
Ruthless warrior woman from an
alternate future time line.
190
00:11:16,793 --> 00:11:18,792
Don't ask. And Trapster.
191
00:11:18,833 --> 00:11:20,750
No, wait.
I already caught him.
192
00:11:20,792 --> 00:11:23,750
Before the Trapster was captured,
193
00:11:23,792 --> 00:11:26,583
he learned Spider-Man
attends this school.
194
00:11:26,625 --> 00:11:28,624
And unless he gives himself up,
195
00:11:28,625 --> 00:11:32,583
we'll tear this place down,
brick by brick.
196
00:11:32,625 --> 00:11:35,058
- Yeah!
- We're serious!
197
00:11:36,950 --> 00:11:40,782
Klaw...
198
00:11:45,075 --> 00:11:49,075
...so, who is our
mysterious wall crawler?
199
00:11:50,117 --> 00:11:53,700
A teacher?
A student?
200
00:11:53,742 --> 00:11:57,033
A cafeteria lady?
201
00:11:57,117 --> 00:11:59,907
They seem reluctant to talk.
202
00:11:59,908 --> 00:12:03,908
Klaw, make them listen to reason.
203
00:12:07,909 --> 00:12:11,033
- Stop it!
- Peter, no!
204
00:12:13,868 --> 00:12:16,992
I'll crush the runt.
205
00:12:17,033 --> 00:12:19,992
Don't crush him,
make an example of him.
206
00:12:25,867 --> 00:12:29,033
Shut it down!
I'll talk! I'll talk!
207
00:12:38,207 --> 00:12:41,648
Well, you have something
to say, boy?
208
00:12:41,800 --> 00:12:44,701
Listen up.
Everyone needs to hear this.
209
00:12:44,827 --> 00:12:48,113
- Food fight!
- Ow! Uh!
210
00:13:04,466 --> 00:13:05,773
This is nuts.
211
00:13:05,889 --> 00:13:07,382
How do they know?
How did they find me?
212
00:13:15,708 --> 00:13:17,916
Fury was right.
213
00:13:17,917 --> 00:13:21,666
I have a lot to learn
about responsibility.
214
00:13:21,667 --> 00:13:24,042
Dude! Don't point
that thing. It might go off!
215
00:13:30,708 --> 00:13:32,666
It really stinks to be you today.
216
00:13:32,667 --> 00:13:35,833
Actually, it probably stinks
to be you every day.
217
00:13:35,875 --> 00:13:37,792
Then again it could be me.
218
00:13:37,833 --> 00:13:39,625
I haven't washed this suit in a week.
219
00:13:39,667 --> 00:13:41,542
- Hey Little Miss Muffet.
- Huh?
220
00:13:43,583 --> 00:13:46,625
The spider just kicked your tuffet.
221
00:13:47,792 --> 00:13:49,833
Spider-Man. Finally.
222
00:13:49,875 --> 00:13:52,667
Dr. Octavius, we found him.
Transmitting now.
223
00:13:52,708 --> 00:13:54,583
Excellent.
224
00:13:54,625 --> 00:13:56,708
The Wizard has Spider-Man
engaged in combat.
225
00:13:56,750 --> 00:13:59,791
The team will gain a
detailed profile of his powers.
226
00:13:59,792 --> 00:14:02,917
- Good.
- There is the small matter of witnesses.
227
00:14:02,958 --> 00:14:05,875
Shall I have the Frightful Four
destroy Midtown High?
228
00:14:05,917 --> 00:14:10,183
Midtown? No you fool,
my son is there.
229
00:14:10,667 --> 00:14:11,900
Ha!
230
00:14:27,875 --> 00:14:30,500
Looks like I'm off to see
the Wizard.
231
00:14:43,342 --> 00:14:44,425
Oh, yeah.
232
00:14:46,550 --> 00:14:49,633
You know, green corn
is really a good color on you.
233
00:15:06,342 --> 00:15:08,383
Here's my first front page story.
234
00:15:08,467 --> 00:15:12,592
Hey! Leave her alone!
235
00:15:15,675 --> 00:15:18,633
Oh, no. Harry!
236
00:15:18,675 --> 00:15:21,217
This school is filled
with would be heroes.
237
00:15:28,342 --> 00:15:31,467
Let's dance.
238
00:15:39,258 --> 00:15:43,550
Floating hostages.
Spider-Man won't dare attack.
239
00:15:47,592 --> 00:15:51,342
Real smart, Wiz.
You left the back door open.
240
00:16:03,467 --> 00:16:07,258
Spider-Man!
Flash Thompson.
241
00:16:07,300 --> 00:16:09,300
I'm your biggest fan.
Let me help, bro.
242
00:16:09,342 --> 00:16:14,217
Definitely, bro.
Step in.
243
00:16:15,217 --> 00:16:18,342
- Now what?
- Wait for my signal.
244
00:16:18,383 --> 00:16:20,342
Jump out and we'll surround them.
245
00:16:20,383 --> 00:16:23,299
Remember, wait for my signal.
246
00:16:23,300 --> 00:16:27,592
Immature, I know.
But it felt so good.
247
00:16:29,905 --> 00:16:32,175
Where is he?
248
00:16:32,217 --> 00:16:36,217
We're not being paid
to fight cops. Let's go.
249
00:16:40,633 --> 00:16:45,425
Harry, it's MJ.
Can you hear me?
250
00:16:47,217 --> 00:16:51,383
Oh, this is all my fault.
Mr. Osborn.
251
00:16:51,467 --> 00:16:55,092
- I'm sorry.
- Why apologize, Peter.
252
00:16:55,133 --> 00:16:57,467
What could you have possibly done?
253
00:16:59,217 --> 00:17:01,404
Worst day ever.
254
00:17:01,405 --> 00:17:03,592
Spider-Man? Hello?
255
00:17:03,633 --> 00:17:06,383
I'm ready.
256
00:17:06,425 --> 00:17:09,133
- Spidey?
- Okay.
257
00:17:09,175 --> 00:17:10,467
That helps a little.
258
00:17:13,642 --> 00:17:17,024
In a shoking betrayal of
the justice system it claims to uphold
259
00:17:17,025 --> 00:17:21,942
Spider-Man today led known super criminals
in an attack on innocent school children.
260
00:17:21,983 --> 00:17:23,857
Believe me, ladies and gentlemen,
261
00:17:23,858 --> 00:17:26,067
it gives this humble
commentator less pleasure...
262
00:17:26,068 --> 00:17:29,025
I imagine to say I told you so.
263
00:17:29,108 --> 00:17:31,733
It is the opinion of
Daily Bugle Communications,
264
00:17:31,775 --> 00:17:34,733
that the police should issue
a warrant for Spider-Man's arrest.
265
00:17:34,775 --> 00:17:36,817
And that nothing less
than deadly force
266
00:17:36,900 --> 00:17:38,817
should be employed in the
pursuit of Spider-Man.
267
00:17:38,818 --> 00:17:41,149
- Peter...
- Hi, Aunt May.
268
00:17:41,150 --> 00:17:44,150
Are you okay? I heard there
was trouble at your school.
269
00:17:44,192 --> 00:17:46,108
I know what you're thinking.
270
00:17:46,192 --> 00:17:49,025
Spider-Man lives at home
with his doting old aunt.
271
00:17:49,026 --> 00:17:51,775
Loser.
Think again.
272
00:17:51,817 --> 00:17:55,025
My aunt is pretty cool.
She works all day.
273
00:17:55,026 --> 00:17:57,733
And Monday nights she's at yoga.
274
00:17:57,775 --> 00:17:59,733
Tuesday it's French cooking.
275
00:18:00,900 --> 00:18:02,733
Thursday it's bowling.
276
00:18:02,734 --> 00:18:04,025
Woo, oh yeah!
277
00:18:04,067 --> 00:18:07,024
Her full schedule lets me
come and go as I please.
278
00:18:07,025 --> 00:18:09,900
Of course I have to keep the
Spidey stuff on the down low.
279
00:18:09,942 --> 00:18:11,900
There's no way she would
approve of her little Petey
280
00:18:11,942 --> 00:18:14,066
mixing it up with super villains.
281
00:18:14,067 --> 00:18:16,899
Those psychos never
touched me, Aunt May.
282
00:18:16,900 --> 00:18:19,067
I wish I could
say the same for Harry.
283
00:18:25,775 --> 00:18:27,942
There's still some ringing in my ears.
284
00:18:27,983 --> 00:18:29,775
But the doc says I'll be fine tomorrow.
285
00:18:29,858 --> 00:18:30,817
Awesome.
286
00:18:30,900 --> 00:18:32,816
Strangest thing, Peter.
287
00:18:32,817 --> 00:18:36,775
Those villains seemed to believe
Spider- Man goes to your school.
288
00:18:36,900 --> 00:18:39,607
Do you know anything about that?
289
00:18:39,608 --> 00:18:41,858
Huh, I think he sits
next to me in Spanish.
290
00:18:44,650 --> 00:18:47,983
Hola!
Donde esta la biblioteca?
291
00:18:50,817 --> 00:18:52,942
No, sir.
I've never heard that.
292
00:18:53,983 --> 00:18:56,525
You know what? If we had
Norman Osborn's money,
293
00:18:56,526 --> 00:18:58,567
I'd put you in private
school immediately.
294
00:18:58,608 --> 00:19:01,983
Yeah, that'd be sweet.
Hey, when's dinner?
295
00:19:02,025 --> 00:19:04,983
It's almost ready.
Put the candles on the cake.
296
00:19:04,984 --> 00:19:06,982
Cake?
297
00:19:06,983 --> 00:19:12,025
Yes, the cake you promised to get
in the city today. Ben's favorite.
298
00:19:12,026 --> 00:19:14,775
You didn't get distracted again,
did you Peter?
299
00:19:14,817 --> 00:19:17,608
Um, I'm sorry Aunt May,
I guess I...
300
00:19:17,650 --> 00:19:20,650
That's all right. With all
that happened today at school,
301
00:19:20,692 --> 00:19:23,712
I couldn't expect you to remember.
302
00:19:23,713 --> 00:19:26,733
Uncle Ben. So sorry.
303
00:19:26,775 --> 00:19:30,525
I'm just happy
you made it home safely.
304
00:19:32,733 --> 00:19:34,817
I can't believe I let her down.
305
00:19:36,942 --> 00:19:39,525
You're always hurting
the people closest to you.
306
00:19:39,526 --> 00:19:40,899
Uncle Ben, Harry.
307
00:19:40,900 --> 00:19:42,692
And if you can't
even get a cake home,
308
00:19:42,733 --> 00:19:44,607
how are you going to be
one of the greats?
309
00:19:44,608 --> 00:19:46,942
The way I see it, you can
either accept Fury's offer
310
00:19:46,943 --> 00:19:48,942
and take advantage of
his training and tech,
311
00:19:48,983 --> 00:19:51,817
or keep fumbling along
like a clueless rookie.
312
00:19:51,858 --> 00:19:53,733
What's it going to be,
Spider-Man?
313
00:19:53,775 --> 00:19:55,650
Are you okay with
just being amazing?
314
00:19:55,733 --> 00:19:58,483
Or do you want to be ultimate?
315
00:20:01,817 --> 00:20:03,899
Okay, let's do this.
316
00:20:03,900 --> 00:20:06,900
Put out the welcome mat, S.H.I.E.L.D.
Spidey's come a calling.
317
00:20:08,608 --> 00:20:10,858
Fury is right.
With his help, I can do better.
318
00:20:13,045 --> 00:20:16,608
I'm done with this
lonely loser routine.
319
00:20:16,650 --> 00:20:18,692
It's time for me to step up
and show the big boys
320
00:20:18,693 --> 00:20:20,900
what the ultimate Spider-Man can do.
321
00:20:23,608 --> 00:20:24,858
Great!
322
00:20:24,900 --> 00:20:28,608
Fury's tech boys better be on
their game or I'm street pizza.
323
00:20:34,650 --> 00:20:36,567
Whoa! Yeah!
324
00:20:37,483 --> 00:20:40,608
Okay, not too clunky.
325
00:20:41,817 --> 00:20:46,608
Intruder alert! Intruder alert!
326
00:20:46,692 --> 00:20:48,899
Whoa!
What is this?
327
00:20:48,900 --> 00:20:50,650
Blast Spider-Man and win a panda?
328
00:21:05,692 --> 00:21:08,483
Whoa!
329
00:21:11,567 --> 00:21:14,442
Whoa!
330
00:21:14,483 --> 00:21:16,900
Intruder alert! Intruder alert!
331
00:21:26,650 --> 00:21:28,650
Your friendly neighborhood
Ultimate Spider-Man
332
00:21:28,651 --> 00:21:30,649
reporting for duty, sir.
333
00:21:30,650 --> 00:21:32,692
Welcome to S.H.I.E.L.D, Spider-Man.
334
00:21:32,733 --> 00:21:34,817
Hope you survive the experience.
335
00:21:34,858 --> 00:21:36,567
Uh...
336
00:21:36,608 --> 00:21:37,858
...to be continued.
26783
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